SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 30, 1999
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SOLECTRON CORPORATION
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(Exact name of registrant as specified in charter)
DELAWARE 1-11098 94-2447045
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
777 GIBRALTAR DRIVE, MILPITAS, CALIFORNIA 95035
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 957-8500
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets
On November 30, 1999, Solectron Corporation completed its acquisition of SMART
Modular Technologies, Inc (SMART). Under the terms of the agreement, each share
of SMART common stock was exchanged for .51 of a share of Solectron common
stock. Solectron issued approximately 23.1 million shares of Solectron common
stock and assumed all stock options held by SMART employees. The acquisition was
structured as a tax-free reorganization and is being accounted as a pooling of
interests. Prior to the acquisition, no material relationship existed between
SMART and Solectron or any of its affiliates, any director or officer of
Solectron, or any associate of any such director or officer.
SMART is a leading designer and manufacturer of memory modules and memory cards,
embedded computers and I/O products. It is expected that the acquisition is
another step in enabling Solectron to expand its service capabilities and
infrastructure as it continues to transform itself into a global supply-chain
facilitator.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired
Those financial statements, which were previously reported in SMART's Annual
Report on Form 10-K for the fiscal year ended October 31, 1998 and SMART's
Quarterly Reports on Form 10-Q for the quarters ended January 31, 1999, April
30, 1999 and July 31, 1999 have been incorporated by reference in the Company's
Registration Statement on Form S-4 filed with the Securities and Exchange
Commission on October 14, 1999.
(b) Pro forma financial information
The pro forma financial information of the Company and SMART was previously
reported in the Company's Registration Statement on Form S-4 filed with the
Securities and Exchange Commission on October 14, 1999.
(c) Exhibits
Exhibit
Number Description
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99.1 Press release dated December 1, 1999 regarding the completion of the
acquisition of SMART Modular Technologies, Inc.
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SOLECTRON CORPORATION
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOLECTRON CORPORATION
(Registrant)
Date: December 9, 1999
/s/ Susan S. Wang
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Susan S. Wang
Senior Vice President, Chief
Financial Officer and Secretary
(Principal Financial and
Accounting Officer)
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Exhibit 99.1
Media Contact:
Kimi Nishita, Solectron Corporation, Corporate Communications, +1 (408) 956 6213
(U.S.)
Analysts Contact:
Susan S. Wang, Solectron Corporation, SVP/Chief Financial Officer +1 (408) 956
6571 (U.S.)
Solectron Completes Acquisition of SMART Modular
Technologies, Inc.
- Company Continues Transformation to Supply-Chain Facilitator Model -
- Company Appoints Ajay Shah, President and CEO
of Technology Solutions, and a Corporate Officer -
For Immediate Release: December 1, 1999
MILPITAS and FREMONT, Calif. -- Solectron Corporation (NYSE: SLR), the world's
premier supply-chain facilitator for customized electronics technology,
manufacturing and service solutions, has completed its acquisition of SMART
Modular Technologies, Inc. (NASDAQ: SMOD), a leading designer and manufacturer
of memory modules and memory cards, embedded computers and I/O products. The
acquisition is another step in enabling Solectron to expand its service
capabilities and infrastructure as it continues to transform itself into a
global supply-chain facilitator. Solectron originally announced its intent to
acquire SMART on September 13, 1999.
Under the terms of the transaction, shareholders of SMART received .51 shares of
Solectron stock for each share of SMART stock. Solectron issued approximately
23.1 million shares of Solectron common stock and assumed all stock options held
by SMART employees. The transaction was accounted for under the pooling of
interests method and was structured as a tax-free reorganization.
The former SMART will operate under Solectron's newly formed technology
solutions business unit, which is the combination of SMART, FORCE Computers and
Solectron's corporate technology centers. Ajay Shah, president and CEO of
Solectron's technology solutions business unit will head this organization. As
part of this announcement, Shah has also been appointed a corporate officer.
With the addition of SMART, Solectron's technology solutions business unit
provides a full range of value-added solutions across the entire product life
cycle. This includes building block technologies such as memory modules;
embedded board and systems solutions for telecommunications, networking,
industrial control and consumer applications; communications solutions such as
I/O, networking and wireless devices; and PC/server solutions for servers,
desktops and notebook applications.
As part of the acquisition, Solectron gained design centers in Fremont,
California; Bangalore, India; Boston, Massachusetts; and Ayr, Scotland. In
addition, Solectron gained a manufacturing presence in Aguada, Puerto Rico, and
additional manufacturing capacity through SMART's facilities in Fremont,
California; East Kilbride, Scotland; and Penang, Malaysia. Also as a part of the
acquisition, Solectron added approximately 1,900 associates and 290,000 square
feet (26,941 square meters) of manufacturing capacity.
Merrill Lynch acted as financial advisor to Solectron, and Morgan Stanley and
Warburg Dillon Read acted as financial advisors to SMART.
About Solectron
Founded in 1977, Solectron Corporation (www.solectron.com) is the world's
largest electronics manufacturing services company offering a full range of
integrated supply-chain solutions for the world's leading electronics original
equipment manufacturers. Solectron's integrated technology solutions, materials,
manufacturing and operations, and Global Services offer customers competitive
outsourcing advantages, such as access to advanced manufacturing technologies,
shortened product time-to-market, reduced total cost of ownership and more
effective asset utilization.
The company has received more than 210 quality and service awards from its
customers in addition to the 1997 and 1991 Malcolm Baldrige National Quality
Awards. Solectron is the first company to win the Baldrige Award for
Manufacturing twice in the 12-year history of the national program. The company
has more than 39,000 associates in 37 locations worldwide, with more than 8
million square feet of capacity. Revenues for fiscal 1999, ended August 27,
1999, were US$8.4 billion.
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